DIRECTORS' REPORT To, The Members, 1. Your Directors have pleasure in presenting the 39th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015. 2. OPERATIONS AND FUTURE PROSPECTS: The slowdown of the Indian economy and cash crunch in the market continued during this year also. This has heavily impacted growth plan of the Company. Effective control on cost and continuous improvements in efficiencies have supported Company in maintaining the profitability. Company continued its efforts of developing new market. During the year, Company has introduced new range of products. It is expected that the Company shall be appropriately benefited in near future. During the year under review, industrial relations continued to be harmonious. The Company is following transparency and good corporate governance practices in all its operations. The FOB value of exports, during the year, is Rs. 1711.23 lacs, as against Rs. 1615.75 lacs in the previous year. 3. CHANGE IN NATURE OF BUSINESS: During the year under review, there were no changes in nature of business of the Company. 4. DIVIDEND: Your Directors have pleasure in recommending a payment of dividend at the rate of 10% on Equity Shares amounting to Rs. 0.50 per share for the financial year ended 31st March, 2015. Board recommends the dividend for approval of the members. 5. TRANSFER TO RESERVES: During the year under review, the Company has not transferred any amount to its reserves. 6. CHANGES IN CAPITAL OF THE COMPANY: There are no changes in the capital of the Company. 7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: Not Applicable. 8. DEPOSITS: The Company has not accepted deposits 9. DIRECTORS: Mr. S.N. Inamdar has retired as Director. He was Chairman of the Company from 2009 to 2014. The Company appreciates his immense contribution for the growth of the Company during his tenure as Director. During the year, Company has appointed Dr. Ketan Vikas Pai as an Additional Director w.e.f. 27th September, 2014, as per the provisions of Companies Act, 2013, and is eligible to be appointed as a Director of the Company in the forthcoming Annual General Meeting. The Board recommends his appointment. 10. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 134 (3) (c) of the Companies Act, 2013, Directors confirm that - a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a going concern basis; e) the Directors were devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively; f) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively. 11. NUMBER OF MEETINGS OF THE BOARD: The Board of Directors duly met 6 (six) times on 30.05.2014, 04.08.2014 (meeting adjourned to 21.08.2014 and concluded), 27.09.2014, 14.11.2014, 11.02.2015 & 30.03.2015, in respect of which proper notices were given and the proceedings were properly recorded and signed. The Audit Committee of the Board of Directors also met 3 (three) times on 22.09.2014, 10.11.2014 & 06.02.2015, in respect of which proper notices were given and the proceedings were properly recorded and signed. 12. EXTRACT OF ANNUAL RETURN: The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, is attached as ANNEXURE-I to this Report. 13. SECRETARIAL AUDIT REPORT: During the year under review, the Company has obtained the Secretarial Audit Report in Form MR-3 and the same is attached as ANNEXURE-II to this Report 14. STATUTORY AUDITOR: The appointment of Auditors M/s P.G.Bhagwat, Chartered Accountants, Pune, is for the period of 3 years till the conclusion of Annual General Meeting for the financial year 2017, but subject to the ratification at every Annual General Meeting by the members of the Company. The Board recommends the same for the ratification by the members at the forthcoming Annual General Meeting. 15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: A) CONSERVATION OF ENERGY This industry does not fall under Schedule prescribed under Rule(2). Efforts are made to keep the consumption of Power and Fuel to a minimum level. Kulkarni Power Tools Ltd., also generates clean power by use of wind power. B) TECHNOLOGY ABSORPTION I) Specific areas in which R&D carried out: - Enhancing life of electric motors, - Reducing maintenance cost of products, - Development of new products/designs/procedures/methods/materials/machines/ tools in existing products/processes in related manufacturing areas, - Improving the electrical characteristics of the motors. II) Benefits derived as a result of above R&D: - Improved performance/longer service life of product, - Complete safety, - Cost reduction, - Enhancement of quality and service to the customers. III) Future plan of action: Company plans to continue development activities on the above lines, IV) Expenditure on R&D: Expenditure of revenue nature incurred on R&D is charged under the respective heads, Capital expenditure on acquisition of assets for R&D, if any, is depreciated as Plant & Machinery. TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION The Company has not imported any technology during the last twelve years. There is a continuous flow of information between the Company and the key suppliers from abroad. The Company's key managers also visit various markets and are exposed to latest products and technologies. Interaction with Suppliers of key components, on a regular basis, keeps the Company abreast with the latest development in product technology, manufacturing process and methods, quality assurance, marketing and management systems. We have, over the years, built requisite infrastructure and technically competent manpower to translate and adopt the latest technical know-how into improved products for our customers. 16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: During the year under review, the Company has not advanced any loans/ given guarantees / provided securities or made any investments. 17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: Related party transactions that were entered during the financial year, were on an arm's length basis and were in ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as ANNEXURE-III to this Report. 18. ANNUAL EVALUATION OF PERFORMANCE OF BOARD: During the year under review, the Board has initiated formal evaluation process for its own performance and of its own committees and individual directors, pursuant to Section 134 (3) (p) of the Companies Act, 2013 and Rule 8 (4) of the Companies (Accounts) Rules, 2014. 19. NOMINATION AND REMUNERATION COMMITTEE: The Company has framed Nomination and Remuneration Committee to decide appointment and remuneration of Directors, Independent Directors and Key Management Personnel. 20. AUDIT COMMITTEE: The Audit Committee of the Board, pursuant to Section 177(2) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, consists of 3 (Three) Directors. Out of which 2 (Two) Directors are Independent Directors and constitutes majority. 21. VIGIL MECHANISM: The Company has established a Vigil Mechanism for Directors and employees to report their genuine concerns and to provide adequate safeguards against victimisation of persons who use such mechanism. 22. RISK MANAGEMENT POLICY: The Board of Directors of Company is continuously monitoring various risk attached to business. On regular basis, Board and senior managers identify the risk elements. Board and senior managers, on the basis of past experience, ensure management of risk and take necessary steps to mitigate the risks. In the opinion of the Board there are no risk elements which may threaten the existence of the Company, except general market risks, risk due to effect of changes in government policies, competition risks and risk due to natural calamities. 23. SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES: Company does not have any Subsidiary, Joint Venture or Associate Companies. 24. ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS: Not Applicable 25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (IF APPLICABLE) The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No such cases were reported during the Financial Year 2014-2015. 26. ACKNOWLEDGEMENT: The Directors take this opportunity to express their gratitude for the timely support, advice and cooperation from Banks and Financial Institutions. At the same time, Board of Directors sincerely appreciates and thanks its esteemed Shareholders for their continued support and confidence reposed in the Company. Your Directors also with to express their thanks to all the employees for their contribution during the year. For & On behalf of the Board of Directors Prakash Kulkarni Managing Director DIN : 00052342 Dilip Kulkarni Executive Director DIN:00184727 Pune 12th August, 2015 |